The walk cycle was done in about 10 minites so that is why it is bad. Thanks for the link MAtt ---------------------------------------------------------------------------- PB Man: Firstly, you have to download GFC SCAPE from Here https://nemesis.thewavelength.net/index.php?p=25 Then you need to find your steam folder and your "STEAM APPS" folder. You then need to open your 'SouceModels.GFC' file. This can't open if you have STEAM running so close it. This is were it gets kinda tricky. Find the model that you want to extract and grab all of it's coresponding files, EG if you want to get Barney you should get every file above and below the 'Barny reference' file that has the word Barney in it. You then extract it to a folder of your choice. Mine is on the desktop. I have included a ZIP with a program called MDL Decompiler. you HAVE to put this in your SDK bin folder. Like this C:\Program files\Steam\Steam apps\User Name\souresdk\bin You can then use this to extract the MDL's to your folder of choice. I will aslo include the SMD importer for Max. witch yuo put in your scripts folder. Thats all you need to do. The Models will be skinned and animatable. ----------------------------------------------------------------------------- Hope this help's